AMC Networks, Inc.
November 14, 2019
Page 3
been properly filed with the Commission as to the Trustee; (vi) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or limited liability company action of the Company and the applicable Guarantors and duly executed and delivered by the company, the applicable Guarantors and the other parties thereto; (vii) the execution, delivery and performance by the Rhode Island Guarantor of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by the Rhode Island Guarantor of the Indenture and the Guarantee will not (A) contravene or violate the Organizational Documents of the Rhode Island Guarantor, or any law, rule or regulation applicable to the Rhode Island Guarantor, (B) result in a default under or breach of any agreement or instrument binding upon the Rhode Island Guarantor, or any order, judgment or decree of any court or governmental authority applicable to the Rhode Island Guarantor, or (C) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect); (viii) the Indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series and, if applicable, creating the form and terms of any related Guarantee); and (ix) the Organizational Documents of the Rhode Island Guarantor and the resolutions of the sole member of the Rhode Island Guarantor, in each case as currently in effect, will not have been modified or amended and will be in full force and effect.
The opinions expressed herein are limited to the laws of the State of Rhode Island, and we express no opinion as to the laws of any other jurisdiction (including the federal laws of the United States of America). This letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. In no way limiting the generality of the foregoing, we express no opinion concerning the enforceability of the Indenture, the Debt Securities or the Guarantees. This letter speaks only as of the date hereof. We assume no obligation to revise or supplement this letter should the presently applicable laws be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the statements with respect to us under the heading “Validity of the Debt Securities and Guarantees” in the prospectus forming part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the commission promulgated thereunder.
Very truly yours,
/s/ Locke Lord LLP
LOCKE LORD LLP